27 February 2017 «BULLETIN DES ANNONCES LEGALES OBLIGATOIRES» Form n 25 NOTICE SHAREHOLDERS AND SHARES BEARERS ANNUAL SHAREHOLDERS MEETING

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1 27 February 2017 «BULLETIN DES ANNONCES LEGALES OBLIGATOIRES» Form n 25 NOTICE SHAREHOLDERS AND SHARES BEARERS ANNUAL SHAREHOLDERS MEETING SARTORIUS STEDIM BIOTECH A Société Anonyme with capital of 18,436,038 euros Registered office: ZI Les Paluds, Avenue de Jouques, Aubagne RCS Marseilles NOTICE OF MEETING The shareholders are convened to the Annual Shareholders Meeting of the company on 4 April 2017 at 1:30 pm at the headquarters in Aubagne with the purpose of deliberating according to the below agenda 1. Reading of the Board of Directors report on resolutions submitted to the Shareholders Meeting. 2. Reading of the Management Report of the Board of Directors. 3. Reading of the Group management report of the Board of Directors. 4. Reading of the Report of the president of the Board of Directors covered by the Article L of the French commercial code. 5. Reading of the Report of the Statutory Auditors on the company financial statements for the financial year ended 31 December Reading of the Report of the Statutory Auditors on the consolidated financial statements of the financial year ended 31 December Reading of the Special reports by the Statutory Auditors on the agreements and commitments covered by articles L and subsequent of the French commercial code. 8. Reading of the Report of the Statutory Auditors on the report of the president of the Board of Directors covered by the Article L of the French commercial code. 9. Reading of the Report of the Statutory Auditor regarding social and environmental information. 10. Approval of the company financial statements for the year ended 31 December 2016 and discharge for the Directors. 11. Approval of the consolidated financial statements for the financial year ended 31 December Allocation of net income for the financial year ended 31 December 2016 and determination of the dividend. 13. Approval of regulated agreements covered by articles L and subsequent of the French Commercial Code. 14. Approval of regulated commitments covered by article L of the French Commercial Code related to Mr Joachim Kreuzburg, Chief Executive Officer. 15. Setting of the annual Directors fees to the members of the Board of Directors. 16. Approval of the elements of compensation due or granted for the 2016 financial year to Mr Joachim Kreuzburg, Chief Executive Officer. 17. Approval of the elements of compensation due or granted for the 2016 financial year to Mr Volker Niebel, Executive Vice President. 1

2 18. Approval of the elements of compensation due or granted for the 2016 financial year to Mr Oscar-Werner Reif, Executive Vice President. 19. Approval of the elements of compensation due or granted for the 2016 financial year to Mr Reinhard Vogt, Executive Vice President. 20. Proxy to carry out formalities. RESOLUTIONS SUBMITTED TO THE ANNUAL SHAREHOLDERS' MEETING ON APRIL 4, 2017 First resolution (Approval of Financial statements for the year ended 31 December 2016 and discharge to all directors) The Shareholders meeting, in accordance with the quorum and majority requirements for Annual General Shareholders Meetings, after having considered the corporate accounts for the year ended 31 December 2016 as well as the report of the Board of Directors and the Report of the statutory auditors concerning these financial statements, approved the financial statements for the year ended 31 December 2016, which disclosed a net profit of 54,324,057 as presented, and the transactions reflected in these financial statements or summarized in these reports. As a result, the Shareholders Meeting grants full and unreserved discharge to the Directors for the execution of their management duties for said reporting year. The Shareholder s Meeting asserts that no overall expenses referred to in article 39, 4 of the general tax code were noted. Second resolution (Approval of the consolidated financial statements for the year ended 31 December 2016) The Shareholder s Meeting, in accordance with the quorum and majority requirements for Annual General Shareholders Meetings has, after having considered the corporate consolidated accounts for the year ended 31 December 2016 as well as the report of the Board of Directors and the report of statutory auditors concerning these consolidated accounts, approved the consolidated financial statements for the year ended 31 December 2016, which disclosed a net profit of 155,877,067 as presented, and the transactions reflected in these financial statements or summarized in these reports. Third resolution (Allocation of net income for the financial year ended 31 December 2016 and determination of the dividend) The Annual Shareholders meeting, in accordance with the quorum and majority requirements for Annual General Shareholders Meetings, has decided to assign as follows, income for the year ended 31 December 2016 totaling 54,324, Legal reserves: 306,881 - Balance resulting from deduction of legal reserves: 54,017,176 - The following is to be added to this balance: Year-earlier profit carried forward: 11,981,550 2

3 - This would yield a distributable profit of 65,998,726 - Total amount of dividends to be disbursed to shareholders 38,713,209 - Balance resulting from disbursement: 27,285,517 - The remaining amount of 27,285,517 to be carried forward to the next year. Each share of the company with a nominal value of 0.20 will entitle its holder to a payment of a net dividend valued at The dividend will be paid as from 11 April The distributed amount of 0.42 per share will be eligible to an allowance of 40% applied to physical people residing in France, as referred in article of the general tax code. It is reminded that the distributed amounts for the three last financial years have amounted to: Fiscal year ended on Income eligible or noneligible for a tax rebate Dividends in Other income distributed Dec. 31, ,734,476 0 Dec. 31, ,967,009 0 Dec. 31, ,412,315 0 Fourth resolution (Approval of regulated agreements covered by Article L and subsequent of the French Commercial Code) The Shareholder s Meeting, in accordance with the quorum and majority requirements for the approval of the regulated agreements, after having considered the special report of the Statutory Auditors concerning regulated agreements as referred in articles L and subsequent of the commercial code, takes notice of the conclusions of said report and approves the regulated agreements which are mentioned in such a special report. Shareholders who are parties to the regulated agreement mentioned in the special report cannot vote this resolution. Fifth resolution (Approval of regulated commitments covered by article L of the French Commercial Code related to Mr Joachim Kreuzburg, Chief Executive Officer) The Shareholder s Meeting, in accordance with the quorum and majority requirements for the approval of the regulated agreements, after having considered the special report of the Statutory Auditors concerning regulated agreements and commitments as referred to in articles L and subsequent of the commercial code, takes notice of the conclusions of said report and approves the regulated commitments which are mentioned in such a special report, taken by Sartorius AG to the bénefit of Mr Joachim Kreuzburg, relating to a non-compete clause, an earlier departure severance and a supplementary pension scheme. Shareholder who are parties to the regulated commitment mentioned in the special report cannot vote this resolution. 3

4 Sixth resolution (Setting of the annual Directors fees for the members of the Board of Directors) The Shareholder s Meeting, in accordance with the quorum and majority requirements for Annual General Shareholders Meetings, has approved the overall annual amount of the attendance fees allocated for the 2016 financial year amounting to 284,400. Seventh resolution (Approval of the elements of compensation due or granted for the 2016 financial year to Mr Joachim Kreuzburg, Chief Executive Officer) granted for the financial year ended 31 December 2016 to Mr Joachim Kreuzburg, Chief Executive Officer. the Executive and Non-executive Members of the Board ) as well as in the Board of Directors Report on the resolutions submitted to the present Shareholders Meeting. Eighth resolution (Approval of the elements of compensation due or granted for the 2016 financial year to Mr Volker Niebel, Executive Vice President) granted for the financial year ended 31 December 2016 to Mr Volker Niebel, Executive Vice President. the Executive and Non-executive Members of the Board ) as well as in the Board of Directors Report on the resolutions submitted to the present Shareholders meeting. Ninth resolution (Approval of the elements of compensation due or granted for the 2016 financial year to Mr Oscar- Werner Reif, Executive Vice President) granted for the financial year ended 31 December 2016 to Mr Oscar-Werner Reif, Executive Vice President. the Executive and Non-executive Members of the Board ) as well as in the Board of Directors Report on the resolutions submitted to the present Shareholders meeting. Tenth resolution 4

5 (Approval of the elements of compensation due or granted for the 2016 financial year to Mr Reinhard Vogt, Executive Vice President) granted for the financial year ended 31 December 2016 to Mr Reinhard Vogt, Executive Vice President. the Executive and Non-executive Members of the Board ) as well as in the Board of Directors Report on the resolutions submitted to the present Shareholders meeting. Eleventh resolution (Proxy to carry out formalities) The Shareholders Meeting gives full authority to the bearer of an original, a copy or an extract of the minutes from the present Annual Shareholders Meeting to accomplish each necessary procedure. ************* CONDITIONS FOR SHAREHOLDERS PARTICIPATION TO THE SHAREHOLDERS' MEETING A. ADMISSION CONDITIONS FOR THE SHAREHOLDERS' MEETING All shareholders, regardless of the number of shares they hold, are entitled to attend, in person, to be represented at or to vote by post at this Shareholder s Meeting. Shareholders wishing to attend the Shareholders Meeting, be represented or vote by post must have provided evidence of their share ownership by midnight, Paris time, on the second working day (in the sense of stock exchange trading days) prior to the Shareholder s Meeting, i.e. by midnight, Paris time, on 31 March 2017: - for registered shareholders, by having their shares registered on the securities register held on behalf of the company by its agent, Société Générale; - for shareholders holding bearer shares, by having their shares registered in their share accounts, held by their bank or financial intermediary which manages them. This accounting registration of the shares must be confirmed by a shareholding certificate delivered by the authorized intermediary, attached to the postal or proxy voting form and forwarded to the Company's registered office by the authorized intermediary. Only shareholders able to prove this status as of midnight, Paris time, on 31 March 2017 under the aforementioned conditions, may participate in this Shareholders' Meeting. B. HOW TO ATTEND THE SHAREHOLDERS' MEETING 1. Attendance at the Shareholders' Meeting Shareholders wishing to attend this Shareholders' Meeting in person must bring on the day of the Meeting: 5

6 - for registered shareholders: valid proof of identity; - for shareholders holding bearer shares: valid proof of identity and the shareholding certificate issued by their banking or financial intermediary. 2. Postal or proxy vote Shareholders not attending this Shareholders' Meeting in person may vote by post or be represented by granting a proxy to any individual or legal entity of their choice under the legal and regulatory conditions provided for in Article L of the French Commercial Code. A standard postal or proxy voting form will be forwarded to shareholders who request it by sending a registered letter with acknowledgement of receipt either to the company's registered office or to Shareholders Meeting department of Société Générale (Société Générale Shareholders service CS Nantes Cedex 3 France) or for shareholders holding bearer shares to their banking or financial intermediary, at the latest six days prior to the date of the Shareholders' Meeting. This form will also be available on the Company's website ( at the latest twenty-one days prior to the Shareholders' Meeting. To be taken into account, the standard postal or proxy voting form must be duly completed, dated, signed and accompanied for shareholders holding bearer shares, by the participation certificate, then sent: - Either by post to the company's registered office or to Shareholders Meeting department of Société Générale (Société Générale Shareholders service CS Nantes Cedex 3 France) at least three days prior to the date of the Shareholders' Meeting, i.e. 1 April 2017, - either electronically in the form of a scanned copy in an attachment sent by to procurations- AG@sartorius-stedim.com until 3pm, Paris time, on the day preceding the Shareholders' Meeting, i.e. 3 April In accordance with the provisions of Article R of the French Commercial Code, a shareholder who has voted remotely, sent a proxy or requested a shareholding certificate in order to attend the Shareholders Meeting may no longer select another means of participating in the Meeting. He/she may however sell some or all of his/her shares. C. DRAFT RESOLUTIONS AND SHAREHOLDERS' WRITTEN QUESTIONS 1. One or more shareholders representing at least the percentage of share capital required under legal and regulatory provisions may request the addition to the agenda of items or draft resolutions as provided for in Articles L , R and R of the French Commercial Code. Requests must be sent by registered letter with acknowledgment of receipt to the Company s registered office up to twenty-five days before the date of the Shareholders' Meeting. Requests must be substantiated and include a certificate of registration proving that the authors of the request own or represent the percentage of the share capital required by Article R of the French Commercial Code. Requests to add draft resolutions to the agenda must also include the wording of the draft resolutions, which may be supported by a brief explanatory statement. Draft resolutions concerning the submission of potential candidates for the Board of Directors must be accompanied by the information provided for in paragraph 5 of Article R of the French Commercial Code. 6

7 The review by the Shareholders Meeting of agenda items or draft resolutions submitted by the shareholders under legal and regulatory conditions is subject to the authors forwarding another certificate substantiating the registration of their shares, under the same conditions as those referred to above, by midnight, Paris time, on the second working day prior to the Shareholders Meeting. 2. In accordance with the provisions of Articles L and R of the French Commercial Code, a shareholder who wishes to submit written questions must, as of the publication of the documents related to the Shareholders' Meeting on the Company's website and no later than the fourth working day preceding the date of the Shareholders Meeting, i.e. 29 March 2017, address their questions to the Chairman of the Board of Directors by registered letter with acknowledgment of receipt at the Company s registered office. To be taken into account, these questions must be accompanied by a certificate of share registration in their account. D. SHAREHOLDERS' INFORMATION In accordance with the Law, all documents that must be disclosed to the Shareholders Meeting will be made available to Shareholders, at the Company s registered office, as of the date of notice of the Shareholders' Meeting and for a minimum of fifteen days prior to the date of the Shareholders Meeting, or provided upon request to the Company as of the date of notice of said Meeting and until the fifth day inclusive prior to the Meeting. Information and documents which are to be presented to the Shareholders Meeting will also be available on the Company's website ( twenty-one days before the Meeting. For advice The Board of Directors